Exhibit 10.40
                                                                   -------------

               UNANIMOUS CONSENT TO ACTION OF THE HUMAN RESOURCES
                        AND COMPENSATION COMMITTEE OF THE
                              BOARD OF DIRECTORS OF
                      DOLLAR THRIFTY AUTOMOTIVE GROUP, INC.
                        TAKEN IN LIEU OF SPECIAL MEETING
                           EFFECTIVE DECEMBER 2, 2004

     The  undersigned,  being  all of the  members  of the Human  Resources  and
Compensation  Committee of the Board of Directors of Dollar  Thrifty  Automotive
Group, Inc., a Delaware  corporation (the "Company"),  do hereby waive notice of
the holding of a formal meeting, and do hereby make the following determinations
and take, and consent to, the following actions on behalf of the Company:

     WHEREAS, on December 5, 1998, the Company adopted the Company's  Retirement
Plan,  which was  subsequently  amended by the (i) First Amendment to Retirement
Plan adopted by the Company on  September  23,  1999,  (ii) Second  Amendment to
Retirement  Plan adopted by the Company on January 14, 2000, and (iii) Adoption,
Consent and Third Amendment to Retirement Plan adopted by the Company on July 1,
2000 (collectively, the "Plan"); and

     WHEREAS,  it is  proposed  that  the Plan be  amended  as  proposed  in the
amendment to the Plan attached hereto as Exhibit A; and

     RESOLVED,  that the  proposed  amendment  to the Plan  attached  hereto  as
Exhibit A be, and it hereby is, adopted and approved.

     ADOPTED the 2nd day of December, 2004.


                                        ________________________________________
                                        Edward C. Lumley


                                        ________________________________________
                                        Molly Shi Boren


                                        ________________________________________
                                        John C. Pope



                                        1


                                    EXHIBIT A
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                       Fourth Amendment to Retirement Plan

     The  Retirement  Plan  adopted by Dollar  Thrifty  Automotive  Group,  Inc.
("DTAG") on December 5, 1998,  as amended by (i) First  Amendment to  Retirement
Plan adopted by DTAG on September 23, 1999, (ii) Second  Amendment to Retirement
Plan adopted by DTAG on January 14, 2000, and (iii) Adoption,  Consent and Third
Amendment to Retirement Plan adopted by DTAG on July 1, 2000 (collectively,  the
"Plan") is hereby amended effective December 2, 2004 as follows:

     1. The definition of "Participant" contained in Section 1.18 of the Plan is
hereby deleted in its entirety and replaced with the following:

          "1.18  "Participant"  means an Employee of the Employer
          on  December  2, 2004 who is  graded at the Staff  Vice
          President  level or above or who is entitled to receive
          benefits  under  the  Plan  as  a  beneficiary  of  the
          Participant."